8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 9, 2023

PBF ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
(State or other jurisdiction<br>of incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification Number)

_____________________________________________

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of The Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001	PBF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2023, the Board appointed Georganne Hodges and Damian W. Wilmot as independent directors effective as of March 15, 2023. The Board has appointed Ms. Hodges and Mr. Wilmot to the Audit Committee and the Nominating and Corporate Governance Committee, respectively.

Each of Ms. Hodges and Mr. Wilmot was nominated by the Company’s Nominating and Corporate Governance Committee after a thorough review of all of the candidates’ backgrounds, relevant experience and professional and personal reputations and there were no arrangements or understandings between either of them or any other persons relating to their appointment. The Board determined that each of Ms. Hodges and Mr. Wilmot meets the independence and other requirements under the rules of The New York Stock Exchange, the Securities and Exchange Commission and the Company’s Corporate Governance Guidelines, and that there are no transactions between the Company and either of them that would require disclosure under Item 404(a) of Regulation S-K.

Each of Ms. Hodges and Mr. Wilmot will participate in the Company’s compensation program for its non-employee, outside directors, including a pro-rated annual cash retainer and a pro-rated grant of restricted shares of the Company’s Class A common stock. In addition, the Company will enter into its standard form of indemnification agreement with each of them.

Item 7.01. Regulation FD Disclosure.

On March 14, 2023, the Company issued a press release announcing the appointment of Ms. Hodges and Mr. Wilmot to the Board of Directors of the Company. The press release related to this announcement is attached hereto as Exhibit 99.1.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated March 14, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 14, 2023	PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel and Secretary

Document

PBF Energy Announces Appointment of Georganne Hodges and Damian W. Wilmot as Directors

PARSIPPANY, N.J., March 14, 2023 -- PBF Energy Inc. (NYSE: PBF) announced that Georganne Hodges and Damian W. Wilmot have been appointed as independent directors effective as of March 15, 2023.

Thomas J. Nimbley, Chairman of the Board and Chief Executive Officer, commented, "We are very pleased to have Georganne and Damian join the Board of Directors of PBF Energy. Georganne has over 30 years of energy industry and financial expertise, and Damian has led cross-functional teams across a variety of disciplines, including regulatory, risk management and compliance. Their respective areas of expertise will make each of them a valuable contributor to the Board."

Ms. Hodges most recently served as Executive Vice President of Supply, Trading & Logistics at Motiva Enterprises, LLC. In this role, she led the safe operation and optimization of the company’s strategic network of equity terminals. From July 2016 to 2002, she served as Motiva’s Executive Vice President and Chief Financial Officer. Ms. Hodges was also previously the CFO of Spark Energy and the CFO of Direct Energy and she has held other senior financial roles since beginning her career with Arthur Andersen in 1987.

Mr. Wilmot serves as the SVP, Chief Risk and Compliance Officer at Vertex Pharmaceuticals Incorporated, where he is responsible for leading and managing the company’s Global Compliance, Business Continuity & Resilience, Privacy, Records Information Management, Global Litigation and Global Employment Law organizations. He also leads its Enterprise Risk Management, Incident Response & Crisis Management, and Information Governance programs. Prior to Vertex, Mr. Wilmot worked as chief litigation counsel for another global pharmaceutical company, as a litigation partner with Goodwin Procter LLP, and as an assistant U.S. attorney for the District of Massachusetts.

About PBF Energy

PBF Energy Inc. (NYSE: PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

Forward-looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” (as that term is defined under the federal securities laws). These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond PBF Energy’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in PBF Energy’s filings with the SEC. All forward-looking statements speak only as of the date hereof. PBF Energy does not undertake any obligation to revise or update any forward-looking statements except as may be required by applicable law.

Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994